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Concept demonstration. Wholesale investors only. Nothing on this site is an offer of financial products.

RWA oa

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Questions

Straight answers for wholesale investors.

Ten questions, answered in full rather than in marketing. Where an answer turns on the specific vehicle, the Information Memorandum and trust deed for that vehicle govern.

Frequently asked questions

What does a unit or note legally represent?

In the intended structure, each unit or note is a register entry at a fixed face value set per vehicle: A$100 units are typical for equity, while secured notes are commonly denominated at A$1,000. In an equity offering it records a unit (a beneficial ownership interest) in a single-purpose Australian unit trust holding one property or development. In a debt offering it records a secured note issued by a single-purpose lending trust that holds the loan and its security. Units and notes are not a currency, not a coin, and not shares in the platform operator; entitlements are defined asset-by-asset in the trust deed and Information Memorandum for that vehicle.

What is the difference between a debt and an equity investment?

Debt investors finance a development and hold secured notes: the return is contractually fixed at a rate stated on the offering itself, accrues through delivery, and is repaid with principal at completion. It is capped, since noteholders take no share of profit, but it ranks ahead of equity in the waterfall and is supported by real security, so the risk and the return are both lower and more predictable. Equity investors own units in the trust that holds the asset: they receive what the asset actually earns (quarterly net rental income on stabilised properties, completion profit on developments) and participate in capital appreciation, with a vote on major decisions. Equity carries the greater upside and the greater risk: it is first-loss capital, paid after all debt, and nothing about its return is fixed.

Who can invest?

Only investors who qualify under s708 of the Corporations Act 2001 (Cth), which is the exemption any offering here would rely on: sophisticated investors under s708(8)(c) with a qualified accountant’s certificate given no more than six months before the offer, professional investors under s708(11), or investors subscribing at least A$500,000 in a single offering under s708(8)(a). No offering would be made to retail investors, and verification would be completed before any offer document is provided.

How do distributions work?

For stabilised equity assets, net rental income, after operating costs, interest, and fees, is intended to be distributed quarterly, pro-rata to units held. Equity development vehicles pay nothing during delivery; the targeted return is a single payout at completion, made through the waterfall. Debt notes accrue their fixed interest monthly, with principal and all accrued interest paid at practical completion. On sale of an asset, net proceeds are distributed down the waterfall and the vehicle is wound up.

How does the waterfall work?

Completion and exit proceeds in every vehicle are distributed in a fixed order set out in the trust deed: first, any external senior facility is repaid; second, debt investors receive their principal and all accrued fixed interest; third, equity investors’ capital is returned; fourth, equity investors receive a cumulative 8.0% p.a. preferred return; and only then is residual profit split: 80% to equity investors, 20% to RWA oa as its performance fee. Those last two figures are the platform default rather than a term of every deed: each vehicle sets its own preferred return and performance split, and where a deed states otherwise the deed governs. Debt returns are satisfied entirely at steps one and two, which is why they are lower but more predictable; equity returns come from steps three to five, which is where both the upside and the risk sit.

How does RWA oa earn money?

Primarily on performance, and only after investors. RWA oa earns a performance fee only if a project is successful and the agreed investor obligations have first been met in full: on equity vehicles, 20% of profit above the 8.0% p.a. preferred return, paid last in the waterfall after all debt, all equity capital, and the full hurdle; on debt vehicles, a completion fee paid by the developer only once noteholders have received every dollar of principal and accrued interest. The two equity figures are the platform default; a vehicle’s deed sets its own hurdle and split. If a project underperforms, investors are paid first and the performance fee is simply not earned. A 1.5% establishment fee is charged to the investor on subscription. It is shown on the offering calculator before you commit, and refunded in full alongside principal if a raise does not reach its target. A transfer fee applies if a holding is sold through the secondary facility. There is no separate administration or management charge; the platform’s economics depend on outcomes. That is deliberate: it aligns RWA oa’s interests with both investors and developers.

Can I sell my units or notes?

Assume you cannot. These are illiquid interests intended to be held for the full term of each vehicle: to completion for debt notes, to exit for equity. A secondary transfer facility exists in the platform, but it is not licensed, carries no market maker, and is not guaranteed to continue. Off-market transfers between qualifying wholesale investors may be possible subject to the trust deed and law, but no market and no price is assured.

What are the key risks?

For equity: vacancy and tenant default; valuation and market movements; leverage, which magnifies both gains and losses; development risk including cost overruns, delays, planning and sales risk; and the first-loss position, in which equity absorbs shortfalls before any other capital. For debt: the fixed return is contractual and secured, but it is not a bank deposit and is not guaranteed: if a project fails, recovery depends on the security, and interest and principal can be delayed or lost. Both are illiquid and both carry early-stage platform and operational risk. Capital is at risk, income is not assured, and targets are not forecasts or promises of any return.

What about tax?

Trust distributions may comprise income and capital components, with different consequences for different investors, and interest on debt notes is generally assessable income. Annual tax statements would be provided for each vehicle. Nothing on this site is tax advice. Seek your own professional advice on your circumstances.

Is RWA oa licensed?

No, and no licence is claimed. RWA oa is a pre-launch concept: it holds no Australian Financial Services Licence and is not an authorised representative of anyone who does. A live offering would require one of those, and neither is in place. This site is a concept demonstration only: nothing here is an offer, invitation, or recommendation in respect of any financial product.

Regulatory status

Where RWA oa actually stands.

RWA oa Pty Ltd is a pre-launch concept and a demonstration entity: no ACN or ABN is stated here because none is claimed. It holds no AFSL and is not an authorised representative of a licensee; none is held or claimed. A live offering would require one, and would be made to wholesale investors only under the Corporations Act 2001 (Cth), with complete offer documents. Everything on this site (assets, figures, entities, and documents) is fictional and illustrative, and nothing constitutes an offer or financial product advice.

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